v3.25.4

Income Taxes | 12 Months Ended
--- | ---
Dec. 31, 2025
Income Taxes [Abstract] |
Income Taxes |
11. | Income Taxes
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) which is a required update for public business entities for annual periods that begin after December 15, 2024. The Company has adopted this update and all prior periods presented have been conformed to the new additional disclosure requirements as applicable. The following table presents the components of the consolidated loss from continuing operations before taxes for the years ended December 31, 2025 and 2024.
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Domestic |  | $ | (79,151,603 | ) |  | $ | (293,563,516 | )
International |  |  | (2,611,531 | ) |  |  | (46,808,278 | )
Loss from continuing operations before income taxes |  | $ | (81,763,134 | ) |  | $ | (340,371,794 | )
The following table reconciles total income tax provision expense (benefit) from continuing operations using the statutory U.S. federal income tax rate to the consolidated income tax expense (benefit) for continuing operations shown in the accompanying consolidated statements of operations for the years ended December 31, 2025 and 2024.
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
U.S. federal statutory income rate |  |  | (17,170,258 | ) |  |  | 21.0 | % |  | $ | (71,478,076 | ) |  |  | 21.0 | %
State income taxes, net of federal income tax effects |  |  | 67,228 |  |  |  | (0.1 | )% |  |  | - |  |  |  | 0.0 | %
Nontaxable or nondeductible items: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in fair value of warrant liability |  |  | (5,067,791 | ) |  |  | 6.2 | % |  |  | 7,150,301 |  |  |  | (2.1 | )%
Change in fair value of derivative |  |  | (1,900,576 | ) |  |  | 2.3 | % |  |  | 38,787,000 |  |  |  | (11.4 | )%
Share-based compensation |  |  | 2,372,858 |  |  |  | (2.9 | )% |  |  | 1,747,515 |  |  |  | (0.5 | )%
Non-deductible transaction costs |  |  | 2,316,841 |  |  |  | (2.8 | )% |  |  | - |  |  |  | 0.0 | %
Other |  |  | 400,187 |  |  |  | (0.5 | )% |  |  | 1,033,458 |  |  |  | (0.3 | )%
Changes in valuation allowances |  |  | 18,500,317 |  |  |  | (22.6 | )% |  |  | 10,923,496 |  |  |  | (3.2 | )%
Foreign tax effects: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Canada: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Statutory tax rate differences between Canada and U.S. |  |  | (143,634 | ) |  |  | 0.2 | % |  |  | (2,574,455 | ) |  |  | 0.8 | %
Change in valuation allowances |  |  | 677,848 |  |  |  | (0.8 | )% |  |  | 13,941,379 |  |  |  | (4.1 | )%
Other |  |  | 14,208 |  |  |  | (0.1 | )% |  |  | (1,539,633 | ) |  |  | 0.4 | %
Effective tax rate |  | $ | 67,228 |  |  |  | (0.1 | )% |  | $ | (2,009,015 | ) |  |  | 0.6 | %
Significant components of the income tax expense (benefit) are as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Current tax expense (benefit): |  |  |  |  |  |
Federal |  | $ | - |  |  | $ | - |
State |  |  | 67,228 |  |  |  | - |
Foreign |  |  | - |  |  |  | - |
|  |  | 67,228 |  |  |  | - |
Deferred tax expense (benefit): |  |  |  |  |  |  |  |
Federal |  | $ | - |  |  | $ | (2,009,015 | )
State |  |  | - |  |  |  | - |
Foreign |  |  | - |  |  |  | - |
|  |  | - |  |  |  | (2,009,015 | )
Income tax expense (benefit) |  | $ | 67,228 |  |  | $ | (2,009,015 | )
Significant components of the deferred tax assets and liabilities are as follows:
|  | Year Ended December 31, |
|  | 2025 |  |  | 2024 |
Deferred tax assets (liabilities) |  |  |  |  |  |
Loss carryforwards |  | $ | 86,152,762 |  |  | $ | 65,814,397 |
Tangible assets |  |  | (3,075,131 | ) |  |  | (2,957,879 | )
Intangible assets |  |  | 1,146,120 |  |  |  | 2,777,120 |
Share-based compensation |  |  | 8,971,598 |  |  |  | 5,646,180 |
R&D and other cost pool carryforwards |  |  | 716,550 |  |  |  | - |
Other |  |  | 600,213 |  |  |  | 81,932 |
Deferred tax assets |  |  | 94,512,112 |  |  |  | 71,361,750 |
Valuation allowance |  |  | (94,512,112 | ) |  |  | (71,361,750 | )
Net deferred tax assets (liabilities) |  | $ | - |  |  | $ | - |
The Company has assessed the realizability of the net deferred tax assets by considering the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, the Company considered all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, and recent results of operations. A significant piece of objective negative evidence evaluated was the cumulative tax loss incurred by the Company over the three year period ended December 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. After consideration of all these factors, the Company has recorded a full valuation allowance against the net deferred tax assets. Deferred income taxes have not been recorded on the basis differences for investments in consolidated subsidiaries as these basis differences are indefinitely reinvested or will reverse in a non-taxable manner. Quantification of the deferred income tax liability, if any, associated with indefinitely reinvested basis differences is not practicable. As at December 31, 2025, the Company has U.S. federal and state losses carried forward of $169,078,822 and Canadian federal and provincial non-capital loss carryforwards of $162,406,275. As at December 31, 2024, the Company has U.S. federal and state losses carried forward of $104,527,154 and Canadian federal and provincial non-capital loss carryforwards of $154,084,556. The U.S. federal losses can be carried forward indefinitely, generally, the state losses can be carried forward 20 years. The Canadian non-capital loss carry forwards expire between 2040 and 2045.
2039 |  | $ | 82,748 |
2041 |  |  | 4,434,319 |
2042 |  |  | 20,276,233 |
2043 |  |  | 81,049,775 |
2044 |  |  | 53,307,025 |
2045 |  |  | 3,256,175 |
Indefinite |  |  | 169,078,822 |
Utilization of net operating loss carryforwards may be subject to limitations in the event of a change in ownership as defined under U.S. IRC Section 382, and similar state provisions. An “ownership change” is generally defined as a cumulative change in the ownership interest of significant stockholders of more than 50 percentage points over a three-year period. The Company experienced ownership change during 2021. Such ownership change could result in a limitation of the Company’s ability to reduce future income by net operating loss carryforwards. A formal Section 382 study has not been prepared, so the exact effects of the ownership change are not known at this time The Company operates in a number of tax jurisdictions and is subject to examination of its income tax returns by tax authorities in those jurisdictions who may challenge any item on these returns. Because the tax matters challenged by tax authorities are typically complex, the ultimate outcome of these challenges is uncertain. The Company recognizes the effects of uncertain tax positions in the consolidated financial statements after determining that it is more-likely-than-not the uncertain tax positions will be sustained. As of December 31, 2025 the Company has not recorded any uncertain tax positions, as well as any accrued interest and penalties on the consolidated balance sheet. During the year ended December 31, 2025, the Company did not record any interest and penalties in the consolidated statement of operations.

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