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Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

15. Income Taxes

The Company recognized current state income expense of $0.3 million in the year ending December 31, 2023 as a result of investment income earned in Syndax Securities Corporation. The Company recognized no income taxes in the years ended December 31, 2022 and 2021, due to the utilization of tax attributes to offset current year federal and state taxable income, immaterial investment income earned at Syndax Securities Corporation, the historical losses incurred and the need for a full valuation allowance on deferred tax assets. The Company’s current year profit and historical losses before income tax for the periods presented was generated entirely in the United States.

A reconciliation of the provision for income taxes computed at the statutory federal income tax rate to the provision for income taxes as reflected in the financial statements is as follows:

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Income tax computed at federal statutory rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

State taxes, net of federal benefit

 

 

13.2

%

 

 

2.5

%

 

 

2.9

%

General business credit carryovers

 

 

1.5

%

 

 

1.0

%

 

 

-5.0

%

Non-deductible expenses

 

 

-1.0

%

 

 

-0.2

%

 

 

-0.5

%

Change in valuation allowance

 

 

-34.9

%

 

 

-24.1

%

 

 

-19.2

%

Return to provision true up

 

 

0.0

%

 

 

-0.2

%

 

 

0.0

%

Other

 

 

0.0

%

 

 

0.0

%

 

 

0.8

%

 

 

 

-0.2

%

 

 

0.0

%

 

 

0.0

%

The significant components of the Company’s deferred tax are as follows (in thousands):

 

 

Years Ended
December 31,

 

 

 

2023

 

 

2022

 

Deferred tax assets (liabilities):

 

 

 

 

 

 

Net operating loss carryforwards

 

$

32,664

 

 

$

23,650

 

Research and development credits

 

 

11,765

 

 

 

8,124

 

Capitalized start-up and other costs

 

 

68,859

 

 

 

45,374

 

Capitalized research and development costs

 

 

79,562

 

 

 

48,917

 

Equity based compensation

 

 

10,276

 

 

 

5,004

 

Accruals

 

 

2,795

 

 

 

1,985

 

Other temporary differences

 

 

36

 

 

 

27

 

Deferred tax assets before valuation allowance

 

 

205,957

 

 

 

133,081

 

Valuation allowances

 

 

(205,957

)

 

 

(133,081

)

Net deferred tax assets

 

$

—

 

 

$

—

 

The Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not. The valuation allowance increased by $72.9 million in 2023 due to the increase in deferred tax assets, primarily driven by the generation of net operating losses and capitalized research expenses, and capitalized start-up costs. The valuation allowance increased by $35.9 million in 2022 due to the increase in deferred tax assets, primarily driven by the generation of net operating losses and capitalized start-up costs, partially offset by a decrease to other deferred tax assets.

As of December 31, 2023, the Company had approximately $136.4 million and $63.5 million in federal and state Net Operating Losses (“NOLs”), respectively, which may be available to offset future taxable income. The Company has generated federal NOLs of $114.3 million and state NOLs of $0.9 million which have indefinite carryforward period. The remaining $22.1 million of federal NOLs and $62.6 million the Company’s state NOLs will begin to expire at various dates starting in 2026.

As of December 31, 2023, the Company had federal and state research credits of $8.9 million and $3.8 million, respectively, which began to expire in 2024.

Realization of future tax benefits is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period. Under the Internal Revenue Code provisions, certain substantial changes in the Company’s ownership, including the sale of the Company or significant changes in ownership due to sales of equity, may have limited, or may limit in the future, the amount of net operating loss carryforwards which could be used annually to offset future taxable income. The Company last completed an analysis from January 1, 2021 through December 31, 2022 and determined that no ownership changes had occurred in that period. Prior analyses determined that on March 30, 2007, August 21, 2015 and May 4, 2020, ownership changes had occurred. The Company may also experience ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. As a result, its ability to use its pre- change NOLs to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability. In addition, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

The Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted in the United States on March 27, 2020. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effect of COVID-19. While the CARES Act provides extensive tax changes in response to the COVID-19 pandemic, the provisions did not have a significant impact on the Company’s financial results. Beginning in 2022, the Tax Cuts and Jobs Act of 2017 (“TCJA”) eliminates the option to deduct research and development expenditures currently and requires taxpayers to amortize them, over five years for domestically incurred expenditures and over fifteen years for foreign incurred expenditures, pursuant to IRC Section 174. As of December 31, 2023, the Company has recorded a deferred tax asset of $79.6 million related to the Capitalized IRC Section 174 expenditures, of which $53.7 million relate to expenses required to be capitalized under the TCJA.

As of December 31, 2023, and 2022, the Company had uncertain tax positions of $0.1 million related to research and development credits, which reduce the deferred tax assets with a corresponding decrease to the valuation allowance. The Company has elected to recognize interest and penalties related to income tax matters as a component of income tax expense, of which no interest or penalties were recorded for the years ended December 31, 2023 and 2022. The Company expects none of the unrecognized tax benefits to decrease within the next 12 months related to expired statutes or settlement with the taxing authorities. Due to the Company’s valuation allowance as of December 31, 2023, none of the Company’s unrecognized tax benefits, if recognized, would affect the effective tax rate.

A reconciliation of the Company’s unrecognized tax benefits is as follows (in thousands):

 

 

Years Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Unrecognized tax benefit--beginning of year

 

$

143

 

 

$

163

 

 

$

163

 

Decreases related to prior period positions

 

 

—

 

 

 

(20

)

 

 

—

 

Unrecognized tax benefit--end of year

 

$

143

 

 

$

143

 

 

$

163

 

The Company files tax returns in the U.S. and various states. All tax years since inception (October 11, 2005) remain open to examination by major tax jurisdictions to which the Company is subject, as carryforward attributes generated in years past may still be adjusted upon examination by the Internal Revenue Service or state tax authorities if they have or will be used in a future period. The Company is currently not under examination by the Internal Revenue Service or any other jurisdictions for any tax years.