v3.26.1
Income Taxes
3 Months Ended 12 Months Ended
Mar. 31, 2026
Dec. 31, 2025
Income Taxes [Abstract]    
INCOME TAXES

NOTE 11 — INCOME TAXES

The Company provides for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. As of March 31, 2026, and December 31, 2025, the Company had a full valuation allowance against its deferred tax assets.

For the three months ended March 31, 2026 and 2025, the Company utilized the annualized effective tax rate method and recorded zero income tax expense based on a zero effective tax rate. No tax benefit or expense has been recorded in relation to the pre-tax income for the three months ended March 31, 2026 and 2025, and pre-tax losses for the three months ended March 31, 2026 and 2025 due to a full valuation allowance to offset any deferred tax assets.

NOTE 11 — INCOME TAXES

The income tax provision consists of the following for the years ended December 31, 2025 and 2024:

 

2025

 

2024

Federal

 

 

   

 

 

Current

 

$

 

$

Deferred

 

 

 

 

State and local

 

 

   

 

 

Current

 

 

 

 

Deferred

 

 

 

 

Income tax provision/(benefit)

 

$

 

$

The Company did not incur any foreign income tax expense or benefit for the years ended December 31, 2025 and 2024.

Differences between the U.S. statutory federal tax rate and the Company’s 2025 effective income tax rate presented prospectively in accordance with ASU 2023-09 are analyzed below:

 

2025

   

Amount

 

%

Statutory federal income tax

 

$

(8,597,455

)

 

21.00

%

State and local taxes, net of federal tax benefit

 

 

(250,603

)

 

0.61

%

Warrants and issuance of common stock

 

 

5,932,653

 

 

(14.49

)%

Adjustment to deferred tax assets

 

 

(52,186

)

 

0.13

%

Other

 

 

160

 

 

0

%

Change in valuation allowance

 

 

2,967,432

 

 

(7.25

)%

Income tax expense

 

$

 

 

0

%

Differences between the U.S. statutory federal tax rate and the Company’s effective income tax rate for periods prior to the adoption of ASU 2023-09 are analyzed below:

 

2024

Statutory federal income tax rate

 

21.00

%

State and local taxes, net of federal tax benefit

 

1.04

 

Warrants and issuance of common stock

 

(12.15

)

Adjustment to deferred tax assets

 

(6.32

)

Other

 

(0.87

)

Change in valuation allowance

 

(2.71

)

Income tax expense

 

0

%

The Company’s deferred tax assets are as follows at December 31, 2025 and 2024:

 

2025

 

2024

Deferred tax asset:

 

 

   

 

 

Net operating loss carryforward

 

$

4,428,341

 

$

1,534,755

Capitalized research and development

 

 

808,845

 

 

1,081,840

Equity-based compensation

 

 

1,174,237

 

 

496,493

Accrued legal fees

 

 

 

 

453,986

Organizational and start-up costs

 

 

377,374

 

 

379,620

Accrued expenses

 

 

2,447

 

 

33,956

Accrued compensation

 

 

248,187

 

 

75,639

Intangible assets

 

 

42,217

 

 

26,557

Total deferred tax asset before valuation allowance

 

 

7,081,648

 

 

4,082,846

 

2025

 

2024

Less: Valuation allowance

 

 

(6,905,353

)

 

 

(3,923,277

)

Total deferred tax asset after valuation allowance

 

 

176,295

 

 

 

159,569

 

Deferred tax liability:

 

 

 

 

 

 

 

 

Fixed assets

 

 

(176,295

)

 

 

(159,569

)

Net deferred tax asset

 

$

 

 

$

 

In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2025 and 2024, the valuation allowance increased by $2,982,076 and $877,210, respectively, mainly due to increases in the net operating loss carryforwards and other deferred tax assets. The Company will continue to assess the realizability of the deferred tax assets at each interim and annual balance sheet date based upon actual and forecasted operating results.

As of December 31, 2025 the Company had federal net operating loss carryforwards of $19,295,969 with an indefinite carryforward period, and state and local net operating loss carryforwards of $19,047,462 which begin to expire in 2029. The use of the Company’s net operating loss carryforwards may, however, be subject to limitations as a result of an ownership change. A corporation undergoes an “ownership change,” in general, if a greater than 50% change (by value) in its equity ownership by one or more five percent stockholders (or certain groups of non-five-percent stockholders) over a three-year period occurs. After such an ownership change, the corporation’s use of its pre-change net operating loss carryforwards and other pre change tax attributes to offset its post-change income is subject to an annual limitation determined by the equity value of the Company on the date the ownership change occurs multiplied by a rate determined monthly by the Internal Revenue Service.

If an ownership change occurs and if the Company earns net taxable income, the Company’s ability to use its pre-change net operating loss carryforwards to offset U.S. federal taxable income would be subject to these limitations, which could potentially result in increased future tax liability compared to the tax liability the Company would incur if its use of net operating loss carryforwards were not so limited. In addition, for state income, franchise and similar tax purposes, there may be periods during which the use of net operating loss carryforwards is suspended or otherwise limited, which could accelerate or permanently increase the Company’s state income, franchise, or similar taxes.

The Company files income and franchise tax returns with the United States, Texas, and Ohio. Examinations by the United States and state tax authorities may include questioning the timing and amount of deductions, the nexus of income among various state and local tax jurisdictions and compliance with federal and state tax laws. As of December 31, 2025, all tax years since the 2021 inception year are subject to examination for U.S. federal and state purposes. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The following table indicates the changes to the Company’s uncertain tax positions for the years ended December 31, 2025 and 2024:

 

2025

 

2024

Balance, beginning of the year

 

$

207,022

 

$

Additions based on tax positions related to prior years

 

 

 
 

 

Payments made on tax positions related to prior years

 

 

 
 

 

Additions based on tax positions related to current year

 

 

158,223

 

 

207,022

Balance, end of year

 

$

365,244

 

$

207,022

As of December 31, 2025 and 2024, the amount of $365,244 and $207,022, respectively, represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.

For the years ended December 31, 2025 and 2024 the Company has not recognized any amount of interest and penalties for uncertain tax positions in its consolidated and combined statements of operation.

For the years ended December 31, 2025 and 2024, cash paid for income taxes, net of refunds, was $6,369 and $89,959, respectively.